Item 4.01 Change in Registrant's Certifying Accountant
Engagement of New Independent Registered Public Accounting Firm and Auditor
On April 18, 2022, following a review process conducted by the Audit Committee
of the Board of Directors (the "Audit Committee") of Zai Lab Limited (the
"Company"), the Audit Committee approved the engagement of KPMG LLP, a U.S.
auditor, as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2022 for the annual consolidated financial
statements of the Company and its subsidiaries (the "Group") filed with the U.S.
Securities and Exchange Commission ("SEC") and the Company's internal controls
over financial reporting in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). KPMG LLP will also be engaged to audit the
consolidated financial statements of the Group for the year ending December 31,
2022 submitted to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock
Exchange") in accordance with the Rules Governing the Listing of Securities of
the Hong Kong Stock Exchange, subject to the Company's receipt of the requisite
approvals from the Hong Kong Stock Exchange and the Financial Reporting Council
of Hong Kong, which are expected to be administrative in nature. The Company's
engagement of KPMG LLP aligns with the Company's existing presence in the United
States.
During the fiscal years ended December 31, 2021 and December 31, 2020, and the
subsequent interim period through the date of the filing of this Current Report
on Form 8-K, neither the Company nor anyone on its behalf consulted with KPMG
LLP regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Company's financial statements; or (iii) any matter
that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions, or a reportable event, as
described in Item 304(a)(1)(v) of Regulation S-K. As of the date of this Current
Report on Form 8-K, KPMG LLP is in the process of concluding its standard client
evaluation procedures, including obtaining approval from the Hong Kong Stock
Exchange to be appointed as our auditor. Upon completion of these standard
procedures, KPMG LLP will be in a position to execute an engagement letter and
formally commence the engagement.
Dismissal of Independent Registered Public Accounting Firm and Auditor
On April 18, 2022, the Audit Committee also approved the dismissal of Deloitte
Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu
(together, "Deloitte") as the Company's independent registered public accounting
firm and auditor, respectively. Deloitte's dismissal will be effective after the
completion by Deloitte Touche Tohmatsu Certified Public Accountants LLP of its
services as the Company's independent registered public accounting firm for the
Group's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and
the Company's receipt of the requisite approvals from the Hong Kong Stock
Exchange and the Financial Reporting Council of Hong Kong for the appointment of
KPMG LLP. The Company has requested that Deloitte respond fully to the inquiries
of KPMG LLP, the Company's successor independent registered public accounting
firm, and Deloitte has agreed to cooperate with KPMG LLP with respect to the
transition.
Deloitte's reports on the Company's consolidated financial statements for the
fiscal years ended December 31, 2020 and December 31, 2021 do not contain an
adverse opinion or a disclaimer of opinion and are not qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2021 and December 31, 2020 and the
subsequent interim period through the date of the filing of this Current Report
on Form 8-K, there were (i) no disagreements with Deloitte in any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Deloitte, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports for such years and interim
period, and (ii) no reportable events, as described in Item 304(a)(1)(v) of
Regulation S-K. In addition, there were no other disagreements or unresolved
matters between the Company and Deloitte in respect of the matters described
herein that need to be brought to the attention of the Company's shareholders
and creditors, and there are no matters in respect of the dismissal of the
Company's auditor that need to be brought to the attention of the shareholders
of the Company.
--------------------------------------------------------------------------------
The Company has provided Deloitte with a copy of the disclosures in this Current
Report on Form 8-K and requested that Deloitte furnish the Company with a letter
addressed to the SEC stating whether Deloitte agrees with the above statements
under the heading "Dismissal of Independent Registered Public Accounting Firm
and Auditor" and, if not, stating the respects in which it does not agree. The
Company has requested that Deloitte provide the letter as promptly as possible
so that the Company can file the letter with the SEC within ten business days
after the filing of this Current Report on Form 8-K. A copy of that letter will
be filed by amendment within two business days of receipt. Deloitte has also
confirmed that it will provide a written confirmation that there are no matters
in connection with its dismissal that need to be brought to the attention of the
shareholders of the Company.
Press Release
On April 21, 2022 (U.S. Eastern time), the Company issued a press release
announcing the above-described matters. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be
"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing or this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated April 21, 2022
104 The cover page of this Current Report on Form 8-K is formatted in
Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses